TVU NETWORKS MEDIASOURCE CONTENT LICENSE AGREEMENT

THIS TVU MEDIASOURCE CONTENT LICENSE AGREEMENT (“Agreement”) is between TVU Networks Corporation  a Delaware corporation with its place of business at 857 Maude Ave, Mountain View, California 94043, USA (“TVU”) and the User of TVU MediaSource services (“You”).

 BACKGROUND

1. TVU is a global technology company whose patented and proprietary technology provides users with IP-based live and recorded video solutions.  TVU MediaSource^TM (“MediaSource”) is a service enabling users to search for and obtain material from TVU’s database of live video and video clips from many different trusted content providers, for incorporation into news stories, editorial programs, and other communications published via websites, television, and social media for educational and informational purposes.
2. You wish to locate and obtain live video and/or pre-recorded video clips from one or more of TVU’s content providers (via the MediaSource service) and use them for the above-stated purposes.  TVU is willing to grant you the right to use the MediaSource service subject to the terms and conditions of this Agreement.

TERMS AND CONDITIONS

1. Electronic Agreement.  This is an electronic agreement.  By clicking the “Agreed”” button, you warrant and represent that you have read, understood and agree with the terms and conditions set forth herein.   Once you have accepted, this document, together with TVU’s Terms of Use and Privacy Notice, becomes a valid and binding agreement between TVU and You (or the entity on whose behalf you are acting), which we agree is equivalent to a signed hard-copy printed agreement.   We recommend that you download and/or create a printed copy of this Agreement for your records.  You may decline the terms and conditions, but if you do so, you will not be able to use the MediaSource services.
2. Defined Terms.  Definitions for all capitalized terms used in this Agreement are listed in Exhibit A at the end of this document.
3. Grant of License;  Rights, Conditions and Restrictions on Use of Content.  Subject to full payment of the relevant charges and Your compliance with this Agreement including but not limited to the rights, conditions and restrictions enumerated in this Section 3, You may access the MediaSource database to search for, download, and use live and/or pre-recorded images, footage, film, video clips and/or other audio/visual materials (“Content”) which are supplied to TVU by reliable and trusted third parties (“Content Providers”).  The term “use” here (“Use”) means copying, reproducing, modifying, editing, synchronizing, performing, displaying, broadcasting, or publishing the Content as follows:

3.1.      Grant of License.  You are hereby granted a nonexclusive, non-sublicensable, non-resalable, and non-transferable right to Use Content on the terms and conditions of this Agreement.  YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL CONTENT IS SUPPLIED BY THE RELEVANT CONTENT PROVIDERS AND NOT BY TVU.  The following rights, conditions and restrictions on Use of Content are requirements of the Content Providers.

3.1.1.         Territorial and/or Media Restrictions.  You agree to comply with any and all restrictions imposed by Content Providers on the geographic locations and/or the type(s) of media (websites, social media, television) where their Content may be Used.

3.1.2.         Incorporation in Published Work.  You may incorporate Content only as a part, portion or component of a published or publishable work that includes other elements (“Published Work”) which is disseminated via the Approved Media.

3.1.3.         No Stand-Alone Use.  Content may not be used on a stand-alone basis separate from a Published Work.  It may not be displayed by You as part of a media library, database, catalog, storage service or in any other way that allows others to access, download, extract, or redistribute Content as a standalone file that is separate from the Published Work.

3.1.4.         Editorial Use Only.  Content may be incorporated into news stories, editorial programs, and other communications that You publish or disseminate via Approved Media for educational and informational purposes only. It may not be used for any commercial purposes including but not limited to promotion, advertising, “advertorial,” marketing or merchandising purposes.  Provided however, that You have the right to incorporate the Content in materials advertising or promoting the Published Work, such as flyers, trailers, “spoilers,” or previews. 

3.1.5.         No Implied Endorsements.  You may not use any Content in any way that states or implies an endorsement by any person or organization of You or any business You are associated with.

3.1.6.         No Statement or Implication that TVU is the Content Provider.    You may not state or imply that TVU is the author or provider of any Content, nor state or imply that TVU endorses any of the Content or the Published Work.  You must limit the reference to TVU to a simple acknowledgment as specified in section 6.4.

3.1.7.         Rights and Restrictions on Editing.  You may make reasonable adaptations (e.g., to shorten, format, edit for technical quality, or otherwise modify) the Content or publish excerpts from the Content in a Published Work, provided that such editing is not exercised in a misleading manner and does not result in a misrepresentation, distortion or any other inaccurate treatment of the Content.   An example of unacceptable editing would be to reproduce part of a person’s statement without including a correction or clarification subsequently made by that person in the same appearance or shortly thereafter.

3.1.8.         No Unlawful Use.  You may not Use Content in any context that: (a) is or may be considered to be pornographic, obscene, defamatory, libelous, “hate speech,” or discriminates against or harasses any individual or group, or incites or is likely to incite violence;  or (b) violates any law, regulation or applicable professional or industry code of conduct.

3.1.9.         No Infringement.  You may not Use Content in combination with material that infringes any third party’s intellectual property rights or violates any individual’s right to privacy or publicity.

3.1.10.       Subcontractors. You may allow Your employees, independent contractors, subcontractors and/or distributors to Use Content on Your behalf solely in connection with the production or distribution of a Published Work, provided that the subcontractor agrees to comply with the terms and conditions of this Agreement and not to use the Content for any other purpose.

3.1.11.       No Electronic Templates. You may not use any Content in electronic or digital templates intended for resale or other distribution.

3.1.12.       No Resale, Distribution or Licensing to Third Parties.  Content may not be resold, provided without charge, or distributed to any third party.  You may however license and/or transfer ownership of a Published Work as a whole provided that the licensee or successor owner of the Published Work agrees to comply with the terms and conditions of this Agreement.

3.1.13.       No False Representation of Authorship. You may not state, represent or present the Published Work in such a way that creates the impression that you are the original creator of a Published Work that is comprised exclusively or primarily of Content.

3.1.14.       No Use in Trademark or Logo. Unless You have express written consent from the Content Provider, you may not use any Content (in whole or in part) as the distinctive or distinguishing feature of a registered or unregistered trademark, service mark, design mark, trade name, business name, logo or slogan.

3.1.15.       No Sensitive Use Without Disclaimer. If You Use Content that features models or property in a context that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), You must indicate: (1) that the Content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.  As an example, a caption or footer stating “Stock Footage. Posed by model” (or similar wording) must be included.

3.1.16.       No Machine Learning, AI, or Biometric Technology Use.  You may not use Content (including any caption information, keywords, accompanying text, or other metadata associated with Content) for (a) any machine learning and/or artificial intelligence purposes, or (b) in connection with biometrics or any technologies designed or intended for the identification of natural persons.

3.2.  Rights to Terminate Your Use of Content.   As a media service, TVU does not censor Content.  However TVU may immediately terminate your rights to Use any Content if:

3.2.1.         TVU becomes aware, whether through its own observation or through notification from the Content Provider that You are Using it or plan to Use it in violation of any of the conditions specified in section 3.1; or if

3.2.2.         TVU determines that any of the unedited Content You are licensing (a) is false, misleading, or deceptive;  (b) is or may be considered to be pornographic, obscene, defamatory, libelous, or “hate speech”;  (c) discriminates against or harasses any individual or group; (d) incites or is likely to incite violence;  or (e) violates any law, regulation or applicable professional or industry code of conduct.

In the event of such termination, the provisions of section 10.4 will apply.

4. Technical Support.    TVU will provide the follow technical support:

• Provisioning and onboarding Your TVU receivers to MediaSource for live routing;
• Troubleshooting, e.g., if a video clip or livestream appears to be malfunctioning; and
• Corporate account setup and billing.

5. Payment.   Payment is due in full at the time You download Content.  The pricing is displayed on the Mediasource website (https://www.search.tvunetworks.com).   The payment options vary for each item of Content, but the most common choices are:

• Video clips: priced per second
• Live feeds (requires TVU Grid):  priced per second or per minute
• Per event: flat fee for unlimited use

Payments are due in US Dollars and are payable by credit card or PayPal on the website unless TVU agrees to another form of payment.

6. Intellectual Property Rights.  Copyright, patent, trademark, and trade secret rights (collectively “Intellectual Property Rights”) to the MediaSource service are as follows:

6.1.      Ownership of Content.  All right, title and interest in and to the Content is owned by the Content Providers or third parties who supply material to the Content Providers.   The Content is protected by the copyright and trademark laws of the United States and other countries, unless it is specifically stated to be material in the public domain.   NOTE:  NONE OF THE CONTENT IS OWNED BY TVU.  You acknowledge and understand that TVU acts solely as a facilitator through the MediaSource platform to make the Content available to users such as You.  You do not acquire any right, title or interest to any Content except the rights to Use it as expressly granted to you set forth in this Agreement.

6.2.      Ownership of TVU Technology.  TVU owns all right, title and interested in and to the technology (“TVU Technology”) that enables You to access and download Content from the MediaSource platform.  TVU  Technology is protected by the patent, copyright and trade secret laws of the United States and other countries.  You do not acquire any right, title or interest to any TVU Technology except the rights to use it in order to search, access and download Content as expressly granted to you by this Agreement.

6.2.1.    Security Protection. You agree to retain the copyright symbol, the name of TVU, the Content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original Content.  You agree to implement appropriate security measures to protect the Content from unauthorized use by third parties.

6.2.2.    Prohibitions.  You agree not to, directly or indirectly: (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the TVU Technology by any means unless allowed by any applicable law or expressly permitted under this Agreement; (b) attempt to reverse-compile, disassemble, reverse-engineer or otherwise reduce to human-perceivable form all or any part of the TVU Technology;  (c) access or use all or any part of the TVU Technology in order to develop a product or service that competes with Mediasource;  (d) use the TVU Technology to provide raw Content to third parties.  Provided however, You may make one (1) copy of the Content for back-up purposes.

6.2.3.    You further agree to use all reasonable endeavors to prevent unauthorized access to or use of the TVU Technology and, in the event of any such unauthorized access or use, promptly notify TVU.

6.3.      Trademarks.  The Content Provider and TVU each own their respective trademarks, service marks, design marks, trade names, business names, and logos (collectively, “Trademarks”).   Sometimes a Trademark owned by the Content Provider or a third party may be included in an item of Content.  You may not use or display any Trademark associated with a Content Provider, TVU or third party except (a) for attribution pursuant to section 6.4, or (b) as part of the Use of Content in which a Trademark is an integral part.  You agree not to contest the validity of any Trademark during or after the termination of this Agreement.

6.4.      Attribution.  In every Published Work You create and disseminate, You agree to include credit lines for both the Content Provider and TVU using the following or substantially similar wording:

• “Content by [Name of Content Provider]” and
• “Powered by TVU MediaSource”

If, in any Published Work, credits are to be attributed to any other (non-TVU) content providers or other media services, the credits to the Contact Provider and to TVU will be given placement and prominence comparable to such other credit(s).

6.5.      Ownership of Published Works.  You will own the right, title and interest in and to a Published Work solely as a compilation or collective work under the copyright laws of the United States and other countries, but You do not own the copyright rights in or to any of the Content separate and apart from the Published Work.

7. Representations and Warranties.  The following representations and warranties are made by the parties:

7.1.      By TVU 

7.1.1.    Authority.  TVU warrants that it has all necessary rights and authority to enter into this Agreement, and to grant the rights and to perform the obligations set forth herein.

7.1.2.    Content Warranties.   The following representations and warranties are passed through to You by the Content Providers.  TVU believes them to be true but has made no independent investigation as to their accuracy.    (a)  the Content in its original form, as delivered to You (excluding any modifications, adaptations, overlays or re-focusing done by You), does not infringe on any third party’s Intellectual Property Rights; (b)  for content where a model and/or property release is stated to have been obtained, Your Use of such content in accordance with this Agreement and in the form delivered by TVU (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any third party’s Intellectual Property Rights and will not violate any right of privacy or right of publicity.

• If there is no disclosure that a model and/or property release has been obtained,  You will be solely responsible for (i) determining whether Your Use of any Content in the Project requires the consent of any other party or the license of any additional rights;  (ii) obtaining any required consents or licenses to Use the Content; and (iii) complying with the terms of any license or release agreement and payment of any license fees or other amounts that may be due in exchange for Your right to Use the Content.

7.1.3.    Caption/Metadata Warranty.  TVU represents and warrants that it has made reasonable efforts to correctly categorize and index caption information, titles, keywords, accompanying text, and other metadata associated with the Content, but TVU does not warrant the accuracy of such information in every instance.

7.1.4.    Free from Malicious Software.  TVU represents warrants that it uses current industry-standard efforts to ensure that (a) the MediaSource platform is free from viruses, worms, “Trojan Horses,” bots, and other types of malicious software; and (b) Your use of the MediaSource platform to search for, access and download Content will not result in any such Malware being transmitted to your system or device.

7.1.5.    MediaSource Platform.  TVU warrants and represents that the MediaSource platform will be available and functional 24 hours a day, seven days a week, at least 99.5% of the time, except for: (a) scheduled downtime to implement upgrades or updates and for maintenance purposes (TVU will give reasonable advance notice of any significant scheduled downtime and will endeavor to schedule such downtime so as to minimize any inconvenience;  (b) unavailability resulting from any Internet problems outside the TVU firewall or due to Your acts or omissions; and (c) downtime due to a Force Majeure event (per clause 14.3).    TVU does not represent or warrant that the MediaSource platform will be uninterrupted or error free.

7.1.6.   LIMITATION OF WARRANTIES. APART FROM THE FOREGOING, AND EXCEPT FOR ANY LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, MADE BY TVU OR ANY CONTENT PROVIDER REGARDING THE CONTENT OR THE MEDIASOURCE PLATFORM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NEITHER TVU NOR ITS CONTENT PROVIDERS WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), OR YOUR USE OR INABILITY TO USE THE CONTENT, REGARDLESS OF WHETHER THE CLAIM IS FOR BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF TVU OR THE CONTENT PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

7.2.  By You

7.2.1.   Authority to Contract.  You represent and warrant that you have the full right and authority to enter into this Agreement on behalf of Yourself or the entity you represent.  If you are entering this Agreement as an individual, You represent that you are at least 18 years of age.

7.2.2.    Compliance with Terms and Conditions.  You represent and warrant that Your use of the Mediasource platform and of the Content you access, download and Use will comply in all respects with the terms and conditions of this Agreement.

7.3.  By Both Parties

7.3.1.    Compliance with Law.  Each party warrants and represents that it complies and will continue to comply with all applicable laws and regulations relevant to the performance of this Agreement.

8. Indemnification.  The parties have the following indemnification obligations:

8.1.  Your Obligations.  You agree to defend, indemnify and hold harmless TVU, its Content Providers, and its and their respective subsidiaries, affiliates, parent companies, officers, directors, employees, agents successors, and assigns against all third party claims, lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:  (a) Your breach of any of the terms, restrictions, conditions, and/or warranties contained in this Agreement,  (b) Your Use or modification of any Content, or combination of any Content, with any other content or material, (c) Your failure to obtain any required or necessary releases or clearances or other permissions for Your Use of the Content, (d) any violation of any third party’s Intellectual Property Right or violation of any privacy right or publicity right, or (e) any intentional or negligent conduct of You or any of Your employees, contractors, agents that has a negative impact on TVU or any Content Provider.

8.2.  TVU’s Obligations.   Provided that the TVU MediaSource platform and the Content are used in compliance with this Agreement, TVU or the Content Provider (as applicable) will defend, indemnify and hold You harmless from all damages (including reasonable attorneys’ fees and costs but excluding punitive damages, liabilities and expenses, arising out of any claim by a third party (“Claim”) arising out of a breach of the representations and warranties set forth in Section 7.1 above.

8.2.1.    TVU and its Content Providers will not have any obligations to defend, indemnify or hold You harmless pursuant to Section 8.2 for any Claim that results from: (a) any modification, overlay or re-focusing of any Content where the Claim would not have arisen except  for such modification, overlay or re-focusing;  (b) the context in which Licensed Material is used in a Published Work where the Claim would not have arisen but for such context; (c) Your failure to comply with the terms of this Agreement; or (iv) Your continued use of Content following notice from TVU, a Content Provider, or a third party that Your Published Work infringes a third party’s Intellectual Property Rights.

8.2.2.    Indemnification Conditions.  The party seeking indemnification (the “Indemnified Party”) must promptly notify in writing the other party (the “Indemnifying Party”) of the Claim and provide copies of any cease-and-desist letters, litigation pleadings, and other documents setting forth details of the Claim. The Indemnifying Party will have the right to control the handling, defense and settlement of the Claim and any litigation or arbitration relating to the Claim. The Indemnified Party agrees to cooperate in any way reasonably requested by the indemnifying party.   The Indemnified Party will have the right to participate in the defense, settlement and litigation, at its own expense, using counsel of its choice.

• The Indemnifying Party will not be liable to reimburse any legal fees and other costs incurred by the Indemnified Party prior to the receipt of notice of the Claim from the Indemnified Party.
• The Indemnifying Party’s obligations will not apply if the third party claim arises solely due to the Indemnified Party’s intentional or negligent act or breach of this Agreement.

9. Limitation of Liability.  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TVU, ITS CONTENT PROVIDERS, AND ITS AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS SUCCESSORS,AND ASSIGNS OWED TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED VIA THE TVU MEDIASOURCE PLATFORM, EXCEED FIVE (5) TIMES THE AMOUNT PAID BY YOU FOR THE APPLICABLE ITEM(S) OF CONTENT.

 

10. Termination;  Cancellation; Withdrawal. 

10.1.   Termination for Breach.  TVU may terminate this Agreement and Your right to use the MediaSource platform if you materially breach any of the terms or conditions of this Agreement or any other agreement with TVU and you fail to cure the breach (if curable) within ten (10) days of written notice from TVU.  The Agreement may be terminated immediately without notice or cure period (a) pursuant to section 3.2, or (b) if You breach any confidentiality or intellectual property obligation or violate any applicable law you are required to obey with respect to this Agreement.   Under appropriate circumstances, Your rights under this Agreement may be reinstated in TVU’s discretion, subject to TVU receiving satisfactory assurances of Your future compliance.

10.1.1. Consequences of Termination.   Upon termination, You are required to immediately cease using all Content You have downloaded, and delete or destroy any copies.  If requested, You must confirm to TVU in writing that you have complied with these requirements.

10.1.2. Termination for Misuse by Social Media or Website. If You Use Content on a social media platform or third party website and the platform or website, or any user of such platform or website, uses (or announces that it intends to use) any of the Content for its own purposes or in a way that is contrary to this Agreement, You agree to use best efforts to prevent or stop the platform or website from engaging in such usage.  If You are unsuccessful in such efforts after a period of three (3) days, the rights granted to You to Use the Content on such platform or website will immediately terminate, and You will be required to remove the Content from such platform or website.

10.2.   Events of Insolvency.  Either party may terminate this Agreement if the other party ceases to do business as a going concern, fails generally to pay debts when due, makes an assignment for the benefit of creditors, or a bankruptcy or winding-up petition is filed involving that party and such petition is not withdrawn or denied within thirty (30) days.

10.3.   Refunds/Cancellation. All requests for refunds/cancellations must be submitted via cloudsales@tvunetworks.com.   If (a) the cancellation request is made within ten (10) days of downloading the Content, (b) the Content has not been Used, and (c) You certify in writing that you have deleted or destroyed all copies of the Content, TVU will cancel the order and issue a full refund using the payment method You used to pay for the Content.  No credits or refunds are available for cancellation requests received more than ten (10) days from the date you downloaded the Content. In the event of such cancellation, all Your rights to use that Content are terminated.

10.4.   Content Withdrawal.  TVU may discontinue the licensing of any item of Content at any time, in its sole discretion.   TVU will attempt to give reasonable notice of such withdrawal. Upon notice from TVU, or upon your knowledge, that any Content may be subject to a claim of infringement of a third party’s rights for which TVU or a Content Provider may be liable, TVU will require you to immediately, and at your own expense to:  (a) cease using the content;  (b) delete or destroy any copies; and (b) ensure that your clients, customers, distributors and/or employer(s) do likewise.  In such a situation, TVU will provide you with replacement content (determined by TVU Networks in its reasonable commercial judgment) at no charge, subject to the other terms of this Agreement.

11. Audit. Upon reasonable notice, You agree to provide TVU with sample copies of Published Works that contain Content, including providing TVU access at no charge to any paywalled or otherwise restricted-access website or platform where Content is reproduced. In addition, upon reasonable notice, TVU may, at its discretion, either through its own staff or through a third party, audit your records directly related to this Agreement and your Use of Content in order to verify compliance with the terms of this Agreement.  If any audit reveals an underpayment by you to TVU of five percent (5%) or more of the amount you should have paid, then in addition to paying TVU the amount of the underpayment and any other remedies to which TVU is entitled, You also agree to reimburse TVU Networks for the costs of conducting the audit.

12. Confidentiality.  Each party agrees not to disclose, and not to use for any purposes other than implementing this Agreement, any Confidential Information disclosed by the other Party.

12.1.      Confidential Information Defined.  The term “Confidential Information” means trade secrets, proprietary and non-public information, including customer, partner and supplier data; technology, commercial and financial information; product or specifications;  marketing and business plans; performance reports; and other information which should reasonably be regarded as confidential regardless of whether it is specifically so marked.

12.2.      Return of Confidential Information.  Upon termination of this Agreement or upon written request, each party will promptly return to the other party any Confidential Information of the other Party that may be in its possession and will permanently erase all electronic copies of such Confidential Information from its systems.

12.3.      Non-Applicability.  The confidentiality obligations in this Clause 12 do not apply to information which was:  (a)  already rightfully known by the receiving party at the time of disclosure;  (b) generally available to the public or otherwise part of the public domain at the time of its disclosure, other than by breach of this Agreement;  (c) lawfully disclosed by a third party not under any obligation of confidentiality; (d)  independently developed by the receiving party without reference to any of the Confidential Information; or (e) required to be disclosed by law, regulation or order of a judicial or administrative authority, provided however, that the receiving party will give prompt written notice to the disclosing party to enable the disclosing party to seek a protective order or take other appropriate action to protect the Confidential Information.

13.  Governing Law; Dispute Resolution

13.1.      Governing Law.  This Agreement will be governed by the laws and regulations of the State of California, USA except for its conflict of law provisions.    The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

13.2.      Informal Dispute Resolution.  In the event of any dispute relating to this Agreement, its interpretation or enforcement, the parties will attempt in good faith to resolve it informally between themselves, with prompt escalation as necessary to their respective top managements.  No action or proceeding may be filed to resolve a dispute unless the parties have not been successful in resolving such dispute after good faith attempts within ten (10) days.

13.3.      Binding Arbitration.  Any dispute arising from or related to this Agreement that cannot be informally resolved will be settled by binding, confidential arbitration by a single arbitrator.

13.3.1.   Location of Arbitration.

• North America.  If You are located in North America: the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”);
• Outside North America.  If You are located outside North America: the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the commencement of arbitration to be held in one of the following locations (whichever is closest to Your location): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore.

13.3.2.   Conduct of Arbitration.  The arbitration proceedings shall be conducted in English, and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset.

13.3.3.   Time Limit for Filing Arbitration.  The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.

13.4.      Judicial Proceedings.  TVU will have the right to commence and prosecute any legal or equitable action or proceeding against You in any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of TVU, such action is necessary or desirable to protect TVU’s Intellectual Property Rights.

 

14. General

14.1.      Complete Agreement.  This Agreement, including the provisions of TVU’s Terms of Use and Privacy Notice, is the complete agreement between the parties relating to the subject matter.  All prior or contemporaneous agreements, drafts, proposals, representations and arrangements, whether written or oral, are superseded by this Agreement.

14.2.      Assignment.  This Agreement is personal to you and is not assignable by you without TVU’s prior written consent. TVU Networks may assign this Agreement or any of its rights or obligations (a) in the event of a sale, merger or other business consolidation of all or substantially all of its equity or assets, or (b) to a parent company, a subsidiary, or a commonly-owned affiliate provided that such assignee agrees to be bound by these terms and conditions.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and assigns.

14.3.      Force Majeure.  Neither party will be liable to the other for failure to perform due to any event outside its reasonable control that affects its ability to perform any obligations under this Agreement, including without limitation: act of God, government action, fire, war, flood, earthquake, revolution, terrorism, riot, civil commotion, strike or other industrial action, embargo, or shortage of suitable parts, material, or labor (collectively, “Force Majeure Event”).   Provided however, the party whose performance is affected will (a) promptly notify the other in writing and (b) use reasonable efforts to work around the problem or provide substitute performance.  A Force Majeure Event does not excuse or delay any payment obligations.  If the Force Majeure persists for a period of fifteen (15) or more consecutive days, either Party may terminate this Agreement upon written notice.   Any such termination will not affect the rights and obligations of the Parties that accrued prior to the Force Majeure Event.

14.4.      Survival of Obligations.  The parties’ obligations regarding confidentiality, Intellectual Property Rights, and indemnification will survive the termination of this Agreement, however caused.

14.5.      Relationship between the Parties. You and TVU are parties to a contract.  Nothing herein creates a partnership, joint venture, employer/employee or agent/principal relationship.

14.6.      Waiver and Modification. Any delay in exercising or non-exercise of any right is not a waiver of that right.  No waiver of any of the terms or conditions of this Agreement will be effective unless it in writing and signed by the waiving party.  Any modification or amendment to this Agreement must be (a) in writing, signed by both parties, or (b) issued electronically by TVU and accepted by You.

14.7.      Severability. Any clause of this Agreement that is held to be invalid or unenforceable by a court of competent jurisdiction will be ineffective in such jurisdiction to the extent of such unenforceability.  All other terms of this Agreement will be construed as if that term was not contained herein.

14.8.      Headings. Headings are included for convenience but do not represent terms and conditions of this Agreement.

14.9.      Taxes. You are liable for the reporting and payment of all applicable sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted herein to you, or of your Use of the Content.

14.10.   Exhibits.  Exhibit A (Definitions) is incorporated by reference as an integral part of the Agreement.  In the event of any inconsistency between the definition of a term or phrase in Exhibit A and in the text of the Agreement, the definition set forth in Exhibit A will prevail.

14.11.   Notices.  All notices required or permitted to be given pursuant to this Agreement will be sent by email and will be effective on the date received.  Notices to TVU must be addressed to legalnotice@tvunetworks.com.  Notices to You will be addressed to the  email set out in your account; You are responsible for updating that information.

This Agreement is Electronically Accepted

EXHIBIT A – Definitions

Capitalized Term	Definition
Agreement	This Agreement between TVU Networks Corporation  and You as the User of Content obtained via TVU MediaSource services.
Claim	Any claim by a third party arising out of a breach of any of the representations and warranties set forth in this Agreement.
Confidential Information	Trade secrets and other proprietary and non-public information, including: customer, partner and supplier data; technology, commercial and financial information; product or specifications;  marketing and business plans; performance reports; and other information which should reasonably be regarded as confidential regardless of whether it is specifically so marked.
Content	Live and/or pre-recorded images, footage, film, video clips and/or other audio/visual materials provided under license from Content Providers and  accessible via Mediasource.
Content Provider	A trusted third party (individual or entity) that supplies Content to TVU for use and distribution via MediaSource.
Force Majeure Event	Any event outside the reasonable control of a party, which affects its ability to perform any obligations under this Agreement, including without limitation: act of God, government action, fire, war, flood, earthquake, revolution, terrorism, riot, civil commotion, strike or other industrial action, embargo, or shortage of suitable parts, material, or labor.
Indemnified Party	The party seeking indemnification from the other party.
Indemnifying Party	The party that is obligated to indemnify the other party.
Intellectual Property Rights	Rights to intangible (non-physical) property that are or may be conferred by the copyright, patent, trademark, and trade secret rights laws of the United States, or of any of the US States or Territories, or of any other country, territory or jurisdiction anywhere in the world.
MediaSource	A service enabling users to search for and obtain material from TVU’s database of live video and video clips from many different trusted content providers, for incorporation into news stories, editorial programs, and other communications published via websites, television, and social media for educational and informational purposes.
Published Work	A compilation intended for publication in one or more media which incorporates Content as well as other audio, visual, and/or audiovisual materials or elements.
Trademarks	Trademarks, service marks, design marks, trade names, business names, and logos, whether registered or unregistered anywhere in the world.
TVU	TVU Networks Corporation, including its subsidiaries, affiliates, parent companies, predecessors, and successors in interest.
TVU MediaSource TM	See MediaSource.
TVU Technology	A combination of hardware, software, communications interfaces, and artificial intelligence capabilities underlying the MediaSource platform;  it was developed and is owned by TVU, and protected by the patent, copyright and trade secret laws of the United States and other countries.
You	The individual or entity purchasing Content from TVU MediaSource services.
Use	Copying, reproducing, modifying, editing, synchronizing, performing, displaying, broadcasting, and publishing Content in compliance with the terms and conditions of this Agreement.